[Federal Register Volume 89, Number 33 (Friday, February 16, 2024)]
[Notices]
[Pages 12385-12386]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-03272]


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SECURITIES AND EXCHANGE COMMISSION

[SEC File No. 270-86, OMB Control No. 3235-0080]


Proposed Collection; Comment Request; Extension: Rule 12d2-2 and 
Form 25

Upon Written Request, Copies Available From: Securities and Exchange 
Commission, Office of FOIA Services, 100 F Street NE, Washington, DC 
20549-2736

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (``PRA'') (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collections 
of information provided for in Rule 12d2-2 (17 CFR 240.12d2-2) and Form 
25 (17 CFR 249.25) under the Securities Exchange Act of 1934 (15 U.S.C. 
78a et seq.). The Commission plans to submit these existing collections 
of information to the Office of Management and Budget (``OMB'') for 
extension and approval.
    On February 12, 1935, the Commission adopted Rule 12d2-2 \1\ and 
Form 25, under the Securities Exchange Act of 1934 (``Act''), to 
establish the conditions and procedures under which a security may be 
delisted from an exchange and withdrawn from registration under Section 
12(b) of the Act.\2\ The Commission adopted amendments to Rule 12d2-2 
and Form 25 in 2005.\3\ Under the amended Rule 12d2-2, all issuers and 
national securities exchanges seeking to delist and deregister a 
security in accordance with the rules of an exchange must file the 
adopted version of Form 25 with the Commission. The Commission also 
adopted amendments to Rule 19d-1 under the Act to require exchanges to 
file the adopted version of Form 25 as notice to the Commission under 
section 19(d) of the Act. Finally, the Commission adopted amendments to 
exempt standardized options and security futures products from section 
12(d) of the Act. These amendments were intended to simplify the 
paperwork and procedure associated with a delisting and to unify 
general rules and procedures relating to the delisting process.
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    \1\ See Securities Exchange Act Release No. 98 (Feb. 12, 1935).
    \2\ See Securities Exchange Act Release No. 7011 (Feb. 5, 1963), 
28 FR 1506 (Feb. 16, 1963).
    \3\ See Securities Exchange Act Release No. 52029 (Jul. 14, 
2005), 70 FR 42456 (Jul. 22, 2005).
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    Form 25 is useful because it informs the Commission and members of 
the public that a security previously traded on an exchange is no 
longer traded. In addition, Form 25 enables the Commission to verify 
that the delisting and/or deregistration has occurred in accordance 
with the rules of the exchange. Further, Form 25 helps to focus the 
attention of delisting issuers to make sure that they abide by the 
proper procedural and notice requirements associated with a delisting 
and/or a deregistration. Without Rule 12d2-2 and Form 25, as 
applicable, the Commission would be unable to fulfill its statutory 
responsibilities.
    There are 24 national securities exchanges that could possibly be 
respondents complying with the requirements of Rule 12d2-2 and Form 
25.\4\ The burden of complying with Rule

[[Page 12386]]

12d2-2 and Form 25 is not evenly distributed among the exchanges, 
however, since there are many more securities listed on the New York 
Stock Exchange, the NASDAQ Stock Market, and NYSE American than on the 
other exchanges. However, for purposes of this filing, the Commission 
staff has assumed that the number of responses is evenly divided among 
the exchanges. Since approximately 985 responses under Rule 12d2-2 and 
Form 25 for the purpose of delisting and/or deregistration of equity 
securities are received annually by the Commission from the national 
securities exchanges, the resultant aggregate annual reporting hour 
burden would be, assuming on average one hour per response, 985 annual 
burden hours for all exchanges (24 exchanges x an average of 41.04 
responses per exchange x 1 hour per response). In addition, since 
approximately 117 responses are received by the Commission annually 
from issuers wishing to remove their securities from listing and 
registration on exchanges, the Commission staff estimates that the 
aggregate annual reporting hour burden on issuers would be, assuming on 
average one reporting hour per response, 117 annual burden hours for 
all issuers (117 issuers x 1 response per issuer x 1 hour per 
response). Accordingly, the total annual hour burden for all 
respondents to comply with Rule 12d2-2 is 1,102 hours (985 hours for 
exchanges + 117 hours for issuers). The total related internal 
compliance cost associated with these burden hours is $269,852 
($226,796 for exchanges plus $43,056 for issuers).
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    \4\ The staff notes that a few of these 24 registered national 
securities exchanges only have rules to permit the listing of 
standardized options, which are exempt from Rule 12d2-2 under the 
Act. Nevertheless, the staff counted national securities exchanges 
that can only list options as potential respondents because these 
exchanges could potentially adopt new rules, subject to Commission 
approval under Section 19(b) of the Act, to list and trade equity 
and other securities that have to comply with Rule 12d2-2 under the 
Act. Notice registrants that are registered as national securities 
exchanges solely for the purposes of trading securities futures 
products have not been counted since, as noted above, securities 
futures products are exempt from complying with Rule 12d-2-2 under 
the Act and therefore do not have to file Form 25.
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    Written comments are invited on: (a) whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the Commission, including whether the information 
shall have practical utility; (b) the accuracy of the Commission's 
estimates of the burden of the proposed collection of information; (c) 
ways to enhance the quality, utility, and clarity of the information 
collected; and (d) ways to minimize the burden of the collection of 
information on respondents, including through the use of automated 
collection techniques or other forms of information technology. 
Consideration will be given to comments and suggestions submitted by 
April 16, 2024.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information under the PRA unless it 
displays a currently valid OMB control number.
    Please direct your written comments to: David Bottom, Director/
Chief Information Officer, Securities and Exchange Commission, c/o John 
Pezzullo, 100 F Street NE, Washington, DC 20549, or send an email to: 
<a href="/cdn-cgi/l/email-protection#4b1b190a14062a22272924330b382e28652c243d"><span class="__cf_email__" data-cfemail="b6e6e4f7e9fbd7dfdad4d9cef6c5d3d598d1d9c0">[email protected]</span></a>.

    Dated: February 13, 2024.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2024-03272 Filed 2-15-24; 8:45 am]
BILLING CODE 8011-01-P


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